Randgold Resources Limited: Announces Shareholders Approve Merger with Barrick
JERSEY, November 7, 2018 - On 24 September 2018, the Boards of Randgold Resources Ltd. ("Randgold") (NASDAQ: GOLD; LSE: RRS) and Barrick Gold Corp. ("Barrick") announced that they had reached agreement on the terms of a recommended share-for-share merger of Barrick and Randgold (the "Merger"). The Merger is being implemented by means of a court-sanctioned scheme of arrangement of Randgold and the Randgold Shareholders under Article 125 of the Companies (Jersey) Law 1991.Randgold is pleased to announce that, at the adjourned Jersey Court Meeting and the adjourned Extraordinary General Meeting (the "Meetings") convened in relation to the proposed Scheme and held earlier today:
· the Scheme was approved by the requisite majority of Scheme Shareholders at the adjourned Jersey Court Meeting; and
· the Randgold Shareholders voted to pass the Special Resolution approving the implementation of the Scheme and the amendment of the Randgold Articles at the adjourned Extraordinary General Meeting.
Details of the resolutions passed at the Meetings are set out in the notices of the Meetings contained in the scheme document dated 4 October 2018 (the "Scheme Document").
Voting results of the adjourned Jersey Court Meeting
At the adjourned Jersey Court Meeting, a majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent of the voting rights of all Scheme Shares voted, voted in favour of the Scheme and, accordingly, the resolution was duly passed. Details of the votes cast are set out in the table below:
| Votes For | For % | Votes Against | Against % | |
| No. of Scheme Shares voted | 66,518,870 | 95.16 | 3,385,544 | 4.84 |
| No. of Scheme Shareholders who voted | 478 | 87.07 | 71 | 12.93 |
| No. of Scheme Shares voted as a percentage of total number of Scheme Shares | - | 70.41 | - | 3.58 |
Voting results of the adjourned Extraordinary General Meeting
At the adjourned Extraordinary General Meeting, the Special Resolution was duly passed on a poll vote. Details of the votes cast are set out in the table below:
| Special Resolution | No. of Votes For | For % | No. of Votes Against | Against % | Total No. of Votes | Withheld (number)* |
| Approval of implementation of the Scheme, including amendments to Randgold's articles of association |
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The total number of Randgold Shares in issue at the Scheme Voting Record Time was 94,475,346.
Copies of the resolutions passed at the Meetings have been submitted to the National Storage Mechanism and will be available for inspection at: http://www.morningstar.co.uk/uk/NSM.
Effective Date and Timetable
The Merger remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in Part A of Part 3 of the Scheme Document, including the Jersey Court's sanction of the Scheme at the Jersey Court Hearing. The competition clearance for the Merger in South Africa was received on 31 October 2018. Barrick shareholder approval was obtained on 5 November 2018.
The expected timetable of principal events for the implementation of the Scheme remains as set out in the announcement dated 31 October 2018.
The Jersey Court Hearing is expected to be held on 17 December 2018 and the Scheme is expected to become effective on 1 January 2019. It is intended that dealings in Randgold Shares (including Randgold Shares underlying the Randgold ADSs) will be suspended at 5.00 p.m. on 31 December 2018. If the Jersey Court sanctions the Scheme it is intended that Barrick will procure that Randgold makes an application to cancel the admission to trading of Randgold Shares on the main market of the London Stock Exchange, to take effect at 8.00 a.m. on 2 January 2019. The above dates are indicative only and will depend, among other things, on the date upon which the Jersey Court sanctions the Scheme.
If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.
All references to time in this announcement are to London time unless otherwise stated. Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.
Enquiries
| Randgold | ||
| Chief Executive | Financial Director | Investor & Media Relations |
| CIBC (financial adviser to Randgold) | ||
| Neil Johnson | +44 20 7234 6000 | |
| Oliver Ward | ||
| Barclays (financial adviser and corporate broker to Randgold) | ||
| Paul Knight | +1 (416) 863 8900 | |
| Nishant Amin | +44 (0) 20 7623 2323 | |
| Barrick | ||
| Deni Nicoski | Andy Lloyd | Carole Cable |
| M. Klein and Co. | ||
| David Friedman | +1-212-380-7500 | |
| Peter Seibold | ||
| Cyrus Hiramanek | ||
| Morgan Stanley (financial adviser to Barrick) | ||
| Colm Donlon | +44 207 425 8000 | |
| Richard Tory | +1 416 943 8400 | |
| Jan Lennertz | +1 212 761 4000 | |
Further information
This announcement is forinformation purposes only and is not intended to and does not constitute, orform part of, an offer, invitation or the solicitation of an offer to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of any securities,or the solicitation of any vote or approval in any jurisdiction, pursuant tothe Merger or otherwise, nor shall there be any sale, issuance or transfer ofsecurities of Randgold in any jurisdiction in contravention of applicable law.Subject to the right of Barrick to implement the Merger by way of a TakeoverOffer in accordance with the terms of the Cooperation Agreement, the Mergerwill be implemented solely by means of the Scheme Document, which contains thefull terms and conditions of the Merger including details of how to vote inrespect of the Merger.
Please be aware thataddresses, electronic addresses and certain other information provided byRandgold Shareholders, persons with information rights and other relevantpersons for the receipt of communications from Randgold may be provided toBarrick during the offer period as required under Section 4 of Appendix 4 ofthe Code to comply with Rule 2.11(c).
M. Klein and Co., whichis authorized by the U.S. Securities & Exchange Commission and regulated inthe United States by the Financial Industry Regulatory Authority("FINRA") and the U.S. Securities & Exchange Commission, isacting exclusively for Barrick and no one else in connection with the Mergerand will not be responsible to anyone other than Barrick for providing theprotections afforded to clients of M. Klein and Co. or for providing advice inrelation to the Merger or any other matter referred to in this announcement.Neither M. Klein and Co. nor any of its subsidiaries, branches or affiliatesowes or accepts any duty, liability or responsibility whatsoever (whetherdirect or indirect, whether in contract, in tort, under statute or otherwise)to any person who is not a client of M. Klein and Co. in connection with anymatter referred to in this announcement or otherwise.
Morgan Stanley, which isauthorised by the Prudential Regulation Authority ("PRA") andregulated by the FCA and the PRA in the United Kingdom, is acting exclusivelyas financial adviser to Barrick and no one else in connection with the Merger,this announcement and the matters described herein, and shall not beresponsible to anyone other than Barrick for providing the protections affordedto clients of Morgan Stanley or for providing advice in connection with theMerger, this announcement or any matter referred to herein. Neither MorganStanley nor any of its subsidiaries, branches or affiliates owes or accepts anyduty, liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any person who isnot a client of Morgan Stanley in connection with the Merger, this announcementor any matter referred to herein.
CIBC, which issupervised and regulated by the Office of the Superintendent of FinancialInstitutions in Canada and, in the UK, authorised by the PRA, subject toregulation by the FCA and limited regulation by the PRA, is acting exclusivelyas financial adviser to Randgold and for no one else in connection with theMerger and will not be responsible to anyone other than Randgold for providingthe protections afforded to clients of CIBC or for providing advice in relationto the Merger, the content of this announcement or any matter or other documentreferred to herein. Neither CIBC nor any of its subsidiaries, branches oraffiliates owes or accepts any duty, liability or responsibility whatsoever(whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of CIBC in connection with thisannouncement, any statement contained herein, the Merger or otherwise.
Barclays, which isauthorised by the PRA and regulated in the United Kingdom by the FCA and thePRA, is acting exclusively for Randgold and no one else in connection with theMerger and will not be responsible to anyone other than Randgold for providing theprotections afforded to clients of Barclays or for providing advice in relationto the Merger or any other matter referred to in this announcement. NeitherBarclays nor any of its subsidiaries, branches or affiliates owes or acceptsany duty, liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any person who isnot a client of Barclays in connection with any matter referred to in thisannouncement or otherwise.
Overseas jurisdictions
The release, publicationor distribution of this announcement in or into jurisdictions other thanCanada, the United States, the United Kingdom and Jersey may be restricted bylaw and therefore any persons who are subject to the law of any jurisdictionother than Canada, the United States, the United Kingdom and Jersey shouldinform themselves about, and observe, any applicable legal or regulatoryrequirements. In particular the ability of persons who are not citizens of andresident in Canada, the United States, the United Kingdom or Jersey, to votetheir Randgold Shares with respect to the Scheme at the Jersey Court Meeting,or to appoint another person as proxy to vote at the Jersey Court Meeting ontheir behalf, may be affected by the laws of the relevant jurisdictions inwhich they are located or of which they are citizens. Any failure to complywith the applicable restrictions may constitute a violation of the securitieslaws of any such jurisdiction. Relevant clearances have not been, and will notbe, obtained from the securities commission or similar regulatory authority ofany province or territory of Canada. To the fullest extent permitted byapplicable law, the companies and persons involved in the Merger disclaim anyresponsibility or liability for the violation of such restrictions by anyperson. This announcement has been prepared for the purposes of complying withapplicable English law, Jersey law, certain applicable securities laws inCanada and the United States, the Listing Rules, the rules of the London StockExchange and the Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside of the UK and Jersey.
Copies of thisannouncement and formal documentation relating to the Merger will not be andmust not be, mailed or otherwise forwarded, distributed or sent in, into orfrom any Restricted Jurisdiction or any jurisdiction where to do so wouldviolate the laws of that jurisdiction and persons receiving such documents(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send them in or into or from any RestrictedJurisdiction. Doing so may render invalid any related purported vote in respectof the Merger. If the Merger is implemented by way of Takeover Offer (unlessotherwise permitted by applicable law or regulation), the Takeover Offer maynot be made, directly or indirectly, in or into or by use of the mails or anyother means or instrumentality (including, without limitation, facsimile, emailor other electronic transmission, telex or telephone) of interstate or foreigncommerce of, or any facility of a national, state or other securities exchangeof any Restricted Jurisdiction and the Takeover Offer will not be capable ofacceptance by any such use, means, instrumentality or facilities or from withinany Restricted Jurisdiction.
Further details inrelation to Overseas Shareholders are contained in the Scheme Document andRandgold Shareholders are advised to read carefully the Scheme Document.
Cautionary noteregarding forward-looking statements
This announcement(including information incorporated by reference in this announcement), oralstatements made regarding the Merger, and other information published byBarrick and Randgold contain statements which are, or may be deemed to be,"forward-looking statements" or "forward-lookinginformation" under applicable securities laws (collectively referred to as"forward-looking statements"). Forward-looking statements areprospective in nature and are not based on historical facts, but rather oncurrent expectations and projections of the management of Barrick and Randgoldabout future events, and are therefore subject to risks and uncertainties whichcould cause actual results to differ materially from the future resultsexpressed or implied by the forward-looking statements.
The forward-lookingstatements contained in this announcement include statements relating to thetiming of the Jersey Court Hearing, and the sanction of the Scheme by theJersey Court. Often, but not always, forward-looking statements can beidentified by the use of forward-looking words such as "plans","is expected", "is subject to", "is intended","depend on", or variations of such words and phrases or statementsthat certain actions, events or results "may" or "will" betaken, occur or be achieved. Although Barrick and Randgold believe that theexpectations reflected in such forward-looking statements are reasonable,Barrick and Randgold can give no assurance that such expectations will prove tobe correct. By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances that willoccur in the future. There are a number of factors that could cause actualresults and developments to differ materially from those expressed or impliedby such forward-looking statements.
These factors include,but are not limited to: the ability to consummate the Merger; the ability toobtain requisite court approvals and the satisfaction of other Conditions onthe proposed terms and schedule; the potential impact of the Announcement, theScheme Document, this announcement or the consummation of the Merger onrelationships, including with employees, suppliers, customers and competitors;future market conditions; changes in general economic, business and politicalconditions; the behaviour of other market participants; the anticipatedbenefits from the proposed transaction not being realised as a result ofchanges in general economic and market conditions in the countries in whichBarrick and Randgold operate; weak, volatile or illiquid capital and/or creditmarkets, changes in tax rates, interest rate and currency value fluctuations;the degree of competition in the geographic and business areas in which Barrickand Randgold operate; changes in laws or in supervisory expectations orrequirements; and the risk factors set out at Part 4 (Risk factors) of theScheme Document and elsewhere in the Scheme Document. Other unknown orunpredictable factors could cause actual results to differ materially fromthose in the forward-looking statements. Such forward-looking statements shouldtherefore be construed in the light of such factors. Neither Barrick norRandgold, nor any of their respective associates or directors, officers oradvisers, provides any representation, assurance or guarantee that theoccurrence of the events expressed or implied in any forward-looking statementsin this announcement will actually occur. You are cautioned not to place unduereliance on these forward-looking statements. Other than in accordance withtheir legal or regulatory obligations (including, but not limited to, under theListing Rules and the Disclosure and Transparency Rules), neither Barrick norRandgold is under any obligation, and Barrick and Randgold expressly disclaimany intention or obligation, to update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise.
Dealing disclosurerequirements
Under Rule 8.3(a) of theCode, any person who is interested in 1% or more of any class of relevantsecurities of an offeree company or of any securities exchange offeror (beingany offeror other than an offeror in respect of which it has been announcedthat its offer is, or is likely to be, solely in cash) must make an OpeningPosition Disclosure following the commencement of the offer period and, iflater, following the announcement in which any securities exchange offeror isfirst identified. An Opening Position Disclosure must contain details ofthe person's interests and short positions in, and rights to subscribe for, anyrelevant securities of each of (i) the offeree company and (ii) any securitiesexchange offeror(s). An Opening Position Disclosure by a person to whomRule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the10th business day following the commencement of the offer period and, ifappropriate, by no later than 3.30 pm (London time) on the 10th business dayfollowing the announcement in which any securities exchange offeror is firstidentified. Relevant persons who deal in the relevant securities of theofferee company or of a securities exchange offeror prior to the deadline formaking an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of theCode, any person who is, or becomes, interested in 1% or more of any class ofrelevant securities of the offeree company or of any securities exchangeofferor must make a Dealing Disclosure if the person deals in any relevantsecurities of the offeree company or of any securities exchange offeror.A Dealing Disclosure must contain details of the dealing concerned and of theperson's interests and short positions in, and rights to subscribe for, anyrelevant securities of each of (i) the offeree company and (ii) any securitiesexchange offeror(s), save to the extent that these details have previously beendisclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)applies must be made by no later than 3.30 pm (London time) on the business dayfollowing the date of the relevant dealing.
If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire or control an interest in relevant securities of anofferee company or a securities exchange offeror, they will be deemed to be asingle person for the purpose of Rule 8.3.
Opening PositionDisclosures must also be made by the offeree company and by any offeror andDealing Disclosures must also be made by the offeree company, by any offerorand by any persons acting in concert with any of them (see Rules 8.1, 8.2 and8.4).
Details of the offereeand offeror companies in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in the DisclosureTable on the Takeover Panel's website at www.thetakeoverpanel.org.uk, includingdetails of the number of relevant securities in issue, when the offer periodcommenced and when any offeror was first identified. You should contactthe Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in anydoubt as to whether you are required to make an Opening Position Disclosure ora Dealing Disclosure.
The defined terms usedin this section "Dealing disclosure requirements" are defined in theCode which can be found on the Takeover Panel's website.
Publication on Website
A copy of thisannouncement will be made available (subject to certain restrictions relatingto persons resident in Restricted Jurisdictions) on Randgold's website at www.randgoldresources.com andBarrick's website at www.barrick.com and www.barrick.com/a-new-champion byno later than 12 noon (London time) on the business day following the date ofthis announcement in accordance with Rule 26.1(a) of the Code.The content ofthe websites referred to in this announcement are not incorporated into and donot form part of this announcement.
This announcement willalso be available on SEDAR under Randgold's profile at www.sedar.com andon EDGAR under Randgold's profile at www.sec.gov.
Requesting hard copydocuments
In accordance with Rule 30.3of the Code, a person so entitled may request a hard copy of this announcementby contacting Computershare during business hours at 03707074040 (from withinJersey or the UK) or +44 3707074040 (from outside Jersey or the UK) or bysubmitting a request in writing to Computershare Investor Services PLC,Corporate Actions Team, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. Ifyou have received this announcement in electronic form, copies of thisannouncement and any document or information incorporated by reference intothis document will not be provided unless such a request is made.
Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
SOURCE: Randgold Resources Ltd.
